Last updated: October 31, 2021
These Terms of Service (“Terms”) constitute the agreement between you and Helios Sports, Inc. (“we”, “us”, “our”) that governs your use of our proprietary platform known as HELIOS™. They are intended to give you, the user, a clear understanding of what we expect of you while using HELIOS. HELIOS uses artificial intelligence and machine learning to capture player and team performance that is uploaded to a cloud data lake and analyzed to objectively rate performance. A subscription-based membership licensing model delivers performance benchmarking and gamified training experiences to players, coaches and trainers through a wearable HELIOS CoreTM device and the HELIOS™ mobile app.
1. SUBSCRIPTION MEMBERSHIP TERMS.
In order to use HELIOS, you must purchase the HELIOS Core device and download the HELIOS mobile app, where you will be asked to agree to subscribe as a member, pay any applicable subscription fees (“Membership Fees”) when due, and create an account (“Account”). You agree to provide true, accurate and complete information and keep your Account information current and updated. You will at all times have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates. Current Membership Fees are found at https://helioshockey.com
and are payable monthly in advance; we may change the Membership Fees from time to time in our discretion. Your membership will auto-renew monthly unless you terminate your subscription.
1.3. Membership Fees.
1.3.1. Introductory Offer. Your purchase of the HELIOS Core device entitles you to a waiver of Membership Fees for the first six (6) months, beginning when you create your Account.
1.3.2. General. By choosing to subscribe to HELIOS as a member, you agree to pay us, either directly or through a third party payment processor (“Payment Processor”), all Membership Fees and other charges at the prices then in effect and in accordance with the applicable payment terms, by authorizing us, directly or through the Payment Processor, to charge your chosen payment provider for those Membership Fees and other charges (your “Payment Method”). You agree to make payment using your selected Payment Method. We reserve the right to correct any errors or mistakes that we or a Payment Processor make even if we or a Payment Processor have already requested or received payment. The processing of payments by a Payment Processor will be subject to the terms, conditions and privacy policies of such Payment Processor in addition to these Terms. We are not responsible for any errors by a Payment Processor.
1.3.3. Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through a Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Account upon demand.
1.3.4. Recurring Billing.
Membership payment terms are monthly in advance and your subscription renews monthly. You acknowledge that such Membership Fees have a recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT MONTHLY CHARGES WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED YOUR SUBSCRIPTION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR SUBSCRIPTION OR TO CHANGE YOUR PAYMENT METHOD, PLEASE CONTACT US AT email@example.com.
1.3.5. Current Information Required
. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO YOUR ACCOUNT INFORMATION CAN BE MADE BY CONTACTING US AT firstname.lastname@example.org
. YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY MEMBERSHIP FEES UNLESS YOU HAVE TERMINATED YOUR SUBSCRIPTION AS SET FORTH ABOVE.
2.1. Personal Use License. Under these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use HELIOS for your personal use so long as your subscription membership is in effect.
2.2. Your Obligations; In General. You agree that:
2.2.1. You will not disclose or provide HELIOS (or any modifications or derivatives thereof), or access to or use of HELIOS, to any other party;
2.2.2. You will not alter, modify, adapt, translate or create derivative works of HELIOS;
2.2.3. You will not reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or any underlying algorithms of HELIOS;
2.2.4. You will take all reasonable precautions to prevent unauthorized or improper use of your login credentials;
2.2.5. You will provide us with feedback about HELIOS and how it operates as well as your question and comments by submitting such feedback via HELIOS. This feedback then becomes our property, which you agree to treat as confidential and not disclose or use without our express prior written consent;
2.2.6. You will not remove any copyright and other proprietary notices contained in HELIOS;
2.2.7. You will not use HELIOS:
- For illegal purposes, or in support of illegal activities;
- To harm, or attempt to harm, minors in any way, including, but not limited to the posting, transmission, or receipt of child pornography;
- To make fraudulent offers to sell or buy products, items, or services or to advance any type of financial scam such as pyramid schemes, Ponzi schemes, or chain letters;
- To add, remove or modify identifying network header information in an effort to deceive or mislead, or your impersonation of or your attempt to impersonate any person by using forged headers or other identifying information (your use of anonymous remailers or nicknames does not constitute impersonation);
- To access, or to attempt to access, the accounts of others, or to penetrate, or attempt to penetrate, our security measures or another entity’s computer software or hardware, electronic communications system, or telecommunications system, whether or not the intrusion results in the corruption or loss of data;
- To collect, or to attempt to collect, personal information about third parties without their knowledge or consent;
- For or in connection with any activity that affects or interferes with the ability of other people or systems to use HELIOS, our ability to provide HELIOS, our networks and systems in general, or the Internet itself, including without limitation “denial of service” (DOS) attacks against another network host or individual user as well as interference with, unauthorized access to, or other violation of the security of our (or another party's) server, network, network access, personal computer or control devices, software or data, or other system, and attempts to do any of the foregoing; or
- To intentionally distribute software that attempts to and/or causes damage, harassment, or annoyance to persons, data, and/or computer systems; and
2.2.8. You are responsible for taking prompt corrective action(s) to remedy any violation of these Terms by you and to help prevent similar future violations.
2.3. Your Obligations: Security. You agree that:
2.3.1. You will not select or use as a username a name of another person with the intent to impersonate that person or use as a username a name subject to any rights of a person other than you without appropriate authorization;
2.3.2. You are responsible for ensuring and maintaining the security of your Account, including your user name, password, and other log-in credentials, systems, machines and devices that connect to and use HELIOS, including implementation of any necessary patches and operating system updates and you are and will be held responsible and accountable for any activity using your Account;
2.3.3. You will not obtain, or attempt to obtain, another user’s Account user name and password, or other log-in credentials, share your Account, user name, password, or other log-in credentials with others, or post or publish your Account credentials; and
2.3.4. You will notify us immediately of any change in your eligibility to use HELIOS, breach of security or unauthorized use of your Account or password.
2.4. Your Obligations: Content. You agree that:
2.4.1. You will not transmit any Content (by e-mail, uploading, posting or otherwise) that threatens or encourages bodily harm, destruction of property or other unlawful activity, where “Content” means any and all forms of communications, by any means and media now known or hereafter developed, including without limitation communications containing comments, reviews, posts, feedback, questions, answers, notes, messages, suggestions, narrative descriptions, text, graphics (including photographs, illustrations, images, drawings, and logos), executable programs, video recordings, and audio recordings, whether created or provided by you or others;
2.4.2. You will not use HELIOS:
- To harass another, including without limitation your transmission of any Content (by e-mail, uploading, posting or otherwise) that harasses another;
- To transmit any Content (by e-mail, uploading, posting or otherwise) that infringes any copyright, trademark, patent, trade secret or other proprietary rights of any third party, including, but not limited to, the unauthorized copying of copyrighted material, the digitization and distribution of photographs from magazines, books, or other copyrighted sources, and the unauthorized transmittal of copyrighted software; or
- To post or otherwise publish Content that we determine, at our sole discretion, to be unlawful, indecent, or objectionable;
2.4.3. You are and remain solely and fully responsible for any Content that you post, host, download/upload, create, access or transmit using HELIOS.
You agree to defend, indemnify, and hold us and our subsidiaries, affiliates, officers, agents, suppliers, employees, partners and licensors harmless from and against any claims, actions or demands, including, without limitation, reasonable legal and expert fees, arising or resulting from (i) your Content, (ii) your breach of these Terms, or (iii) your violation of law. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit or proceeding. We reserve the right to assume the exclusive defense and control of any matter that is subject to this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
3. OUR RIGHTS. We reserve the right to suspend your use of and access to HELIOS and terminate your license and subscription membership without notice upon your violation of these Terms. We also may remove any Content that in our sole and absolute discretion we deem violates these Terms. We may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrongdoing.
HELIOS support may be obtained by sending an email to email@example.com
. We will strive to supply support in a commercially reasonable time.
5. OWNERSHIP. You acknowledge that:
5.1. All right, title and interest in and to HELIOS and all intellectual property rights associated with HELIOS are and will remain with us and/or our licensors;
5.2. These Terms conveys no right or interest in HELIOS other than a limited license to access and use HELIOS in accordance with these Terms;
5.3. HELIOS and its related website are protected by copyright and other intellectual property laws; and
5.4. HELIOS embodies our valuable confidential and secret information, the development of which required the expenditure of considerable time, resources, and money.
6. DISCLAIMERS. WE PROVIDE HELIOS "AS IS" WITHOUT ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW OR OTHERWISE, RELATING TO HELIOS. WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOUR ACCESS TO AND USE OF HELIOS MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC, WIRELESS, AND CELLULAR COMMUNICATIONS, FOR WHICH WE ARE NOT RESPONSIBLE. WE HAVE NO AND DISCLAIM ANY RESPONSIBILITY FOR ANY CONTENT CREATED OR POSTED BY YOU OR OUR OTHER USERS, INCLUDING ANY CONTENT PROVIDED ON ANY THIRD-PARTY WEBSITES LINKED TO HELIOS. SUCH THIRD-PARTY WEBSITE LINKS ARE PROVIDED AS INTERNET NAVIGATION TOOLS FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE IN ANY WAY AN ENDORSEMENT BY US OF THE CONTENT(S) OF SUCH SITES.
7. LIMITATION OF LIABILITY. IN NO EVENT WILL WE (OR OUR LICENSORS OR SUPPLIERS): (i) HAVE A MAXIMUM AGGREGATE LIABILITY TO YOU FOR DIRECT DAMAGES CAUSED BY HELIOS THAT EXCEEDS YOUR SUBSCRIPTION FEE IN THE AGGREGATE; OR (ii) BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, SPECIAL OR INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO LOST BUSINESS PROFITS, LOST REVENUES AND LOSS, REVENUES, DAMAGE OR DESTRUCTION OF DATA) EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME. THESE LIMITATIONS WILL APPLY EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE FOREGOING NOTWITHSTANDING, THE PARTIES INTEND THAT THIS SECTION 7 BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
8. TERM AND TERMINATION.
8.1. General. These Terms will become effective when accepted and will terminate upon your ceasing to use HELIOS or unless we terminate your license and subscription membership due to your breach of any of these Terms. We may also terminate these Terms and your license and subscription membership at our convenience should we cease to make HELIOS available commercially.
8.2. Effect of Termination. Upon termination of your license, you will immediately cease use of HELIOS and we will disable your login credentials and delete your Account. Sections 2.2, 2.3, 2.4, 5 through 8, and 10, and your obligations to defend and indemnify us will survive termination of these Terms.
9. COPYRIGHT COMPLAINTS. If you believe that your Content has been copied and posted, stored or transmitted using HELIOS in a way that constitutes copyright infringement, please submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") in accordance with the process detailed below and directed to the designated agent listed below. To be effective, the notification must be a written communication that includes the following:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online Site are covered by a single notification, a representative list of such works at that Site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
- Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
- A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
We have designated a Copyright Agent for notice of claims of copyright or trademark infringement. Please send your complaint to us in writing at:
Helios Sports, Inc.
Attn: DCMA Agent
348 Maplewood Ave, Unit 5
Portsmouth, NH 03801
Or via email to:
In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and in our sole discretion, accounts of those users who are deemed to be repeat infringers. We may also, in our sole discretion, limit access to HELIOS and/or terminate the accounts of users who infringe the intellectual property rights of others, whether or not there is any repeat infringement.
YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM.